Investments welcome worldwide
We Will Buy, launch and Invest In Companies, Developing Virus Tests,

Treatments, Biotech, Real Estate
& More

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THE FUND:

THE MANHATTAN STREET FUND

Invest in companies developing virus tests, treatments, Biotech, Real Estate, and in ground breaking Pre-IPO companies by Investing in the Manhattan Street Fund.

Your Investment In The Manhattan Street Fund will enable the Fund to buy, invest in and lend capital to select companies that are developing virus tests, medicines, vaccines and related technologies that protect the public, and as stated, Pre-IPO and Pre-Public(*) Companies.

The Fund goes hand in hand with the Manhattan Street Capital Reg A+ capital-raising process lending and investing to provide capital to enable successful Reg A+ Public Offerings(*) and Major Exchange listed Reg A+ IPOs. Manhattan Street Capital has strong deal flow and sees many attractive companies, some of which will be opportunistic investments for the Fund. Some will be strategic enough that will buy them.

Characteristics of the Manhattan Street Fund:

We will lend and invest capital into select companies that are planning to raise up to $75M of capital via Reg A+.

When we find excellent companies that have extremely attractive futures ahead iof them, we will buy them.

We will also finance a small number of Reg D offerings.

We will also back companies in Biotech, Real Estate, Alternative Energy, and technologies and services that appeal broadly to consumers. The Fund will also make profit focused investments in companies and technologies that intend to reverse Climate Change in highly scalable ways.

The Fund intends to conduct a Reg A+ offering to raise $75M. By investing now in this Convertible Note, your investment will (at your option) convert into liquid Reg A+ shares/units at a current discount of 65%.

Make Your Investment Now To Lock In The Current Conversion Price of $2.80 per unit, these units will have a stepped up value of $4 each and will be liquid via the Reg A+ when* the SEC Qualifies the Reg A+ offering.

capital

"Let us do the work for you. This fund offers you the opportunity to make great returns from our efforts. We will gett in early with attractive companioes with the goal of prducing high returns for our investors."

The Fund lends capital, invests capital and buys companies

Loans will be secured and they will be repaid

The Fund will buy securities and/or be provided warrants

The MSFund capital can be recycled repidly

OUR BUSINESS MODEL

OUR

BUSINESS MODEL

The Fund lends capital, and invests capital into companies that are preparing to raise capital and make a public offering via Reg A+, and in select cases, we will buy highly attractive companies.

Loans will be secured, and they will be repaid on terms that each company and the Fund negotiate, often from the proceeds of the Reg A+ offerings.

The Fund will buy securities and/or be provided warrants in the companies that it funds. The private valuation for the Manhattan Street Fund investments will be significantly lower than the upcoming Reg A+ offerings to the public. Stock purchased in the “Pre-Reg A” round can be made liquid in the subsequent Reg A+ offerings if they are Qualified by the SEC.

The MSFund capital can be recycled rapidly in many cases, which has the potential to increase the profit potential of the Fund significantly. In some cases these deals will be funded and capital returned to the Manhattan Street Fund in 6 months.

Manhattan Street Fund initial size: maximum $400 mill. As Reg A+ scales up, the number of companies conducting offerings is increasing, and the size of the Fund may be increased. Because Reg A+ offerings are public offerings from the SEC regulatory perspective, the liquidity and return metrics for this fund are very different than for a traditional Venture Capital Fund which gives potential for much faster liquidity for our fund (note that a traditional VC fund will invest almost all its capital as equity and will do very little lending, while the Manhattan Street Fund will be lending and investing capital and buying companies).

A key factor is selection of quality companies. This is made easier by the involvement of Rod Turner and Manhattan Street Capital with its deal flow and experience in the Reg A+ market. The Manhattan Street Fund Investment Committee will decide which companies get funded. This committee is independent and is focused on the interests of the Manhattan Street Fund and its investors. Risk will be further mitigated by delivering loaned capital in tranches tied to the accomplishment of milestones by the companies we are funding.

Note that Rod Turner has extensive experience of conducting successful company acquisitions (M&A) and of investing in private early stage companies.

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OUR TEAM

As capital is raised the full-time team for Manhattan Street Fund will be built by Rod Turner, the founder and General Partner of the Fund. At this pre-funding stage, members of the Manhattan Street Capital staff are working part-time at the Fund

Rod Turner

Rod Turner

General Partner
Peter Larsen

Peter Larsen

Operations
Bryan Paton

Bryan Paton

COO
Marieliz Rodriguez

Marieliz Rodriguez

Admin
Akos Biro

Akos Biro

Senior Analyst
Rod Turner

Balint Jozsa

Analyst

ADVISORS AND INVESTMENT COMMITTEE

The Manhattan Street Fund has assembled a team of independent advisors shown below, some of whom will serve on our Investment Committee. This experienced group of seasoned professionals will provide deal flow, advice, and investment selectivity to assist the Manhattan Street Fund to succeed.

Filip Polus

Filip Polus

Asia Pacific and Europe
Chris Kocher

Chris Kocher

Strategic Advisor
Mark Duddy

Mark Duddy

Asia Pacific and Europe
Travis Osterhaus

Travis Osterhaus

Strategy
Ken Dickens

Ken Dickens

Marketing and Social Impact
Christopher J. Daly

Christopher J. Daly

Strategic and Real Estate
Phillip Shoemaker

Phillip Shoemaker

Strategic Advisor
Ryan Frank

Ryan Frank

Marketing
Richard Swart

Richard Swart

Strategic and Crowd Investing

OUR

SELECTION PHILOSOPH

The Manhattan Street Fund will invest in mid-stage companies and compelling startups that we consider a good fit for successful Reg A+ capital raises. And we will buy early stage companies that offer abnormally attractive risk/reward ratios.

In our opinion, a company’s consumer appeal is the most important factor in the Reg A+ context once we have established the strength of the management team, a strong strategy, large and growing market, rapid growth rate and barriers to competition. A large and happy customer base and tremendous consumer appeal are very indicative of success.

Examples of current and completed offerings from Manhattan Street Capital that are indicative of the companies that the Manhattan Street Fund will be funding:

"As the Founder and CEO of Manhattan Street Capital I advise many companies that are considering raising capital using Reg A+. Since 2015 I have published many articles in Forbes and in the Manhattan Street Capital Blog about Reg A+ and how best to use it. My years in this role combined with my background as a serial entrepreneur, my two IPOs to the NASDAQ, my M&A experience, and my experiences building Irvine Ventures LP VC Fund and a long history raising startup capital for companies, have put me in an advantageous position to identify attractive companies to buy, invest in or lend money to." Rod Turner, CEO of Manhattan Street Capital

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OUR OFFERING

Manhattan Street Fund LP intends to raise its first fund via a Reg A+ equity offering. By investing now in this Convertible Note**, your investment (if/when Qualified* by the SEC) will (at your option) convert into liquid Reg A+ securities at a significant discount from the $4 Reg A+ price giving you a stepped-up value on your investment.

The price for this tranche of investment via Convertible Note is $2.80 per Unit. This price is available for a limited time.

This is a pre-money valuation of $35 million. The intended pre-money valuation for the Manhattan Street Fund in it’s Reg A+* at launch is $50 mill.

If you invest now into the Convertible Note your conversion cost per Unit will be $2.80 and your investment will convert into Units in the Reg A+* at the price of $4.00 (at the pre-money valuation for the Reg A+* of $50 mill).

The investor will receive the following (when the SEC Qualifies* the Reg A+):

The investments will convert into investments in the Reg A+ on the first day the Reg A+ is live to investors, and they will be priced at $4 per unit. This gives the investor a significant step up from their investment. Because the Reg A+ is a Public Offering these Units are tradable from the SEC perspective (which does not mean there will be a liquid aftermarket. The Fund plans to provide reasonable direct liquidity to investors).

When the SEC Qualifies* our Reg A+ offering, investors will have the potential to receive these benefits:

a) Capital appreciation of your Units in the Manhattan Street Fund LP
b) Earned interest on loans made by the Fund, and distributions on realized fund profits on investments made by the Fund
c) Direct, limited redemptions from the fund on reasonable terms
d) We will list the companies securities at last on an ATS to provide liquidity for our investors.

Conversion price / Unit ***

$2.80

Total offering of up to

$200M

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* There can be no guarantee that the SEC will Qualify the Offering.
** Note that investments into this Convertible Note convert automatically into an investment in the Reg A+ immediately upon SEC Qualification, at the stepped up price per unit of $4 per unit.
In the event that the Reg A+ does not Qualify then the Convertible Note investments convert into private investments at a pre-money valuation of $27.5 million.
*** This discounted price is available for a limited time.

LOGISTICS OF OUR PLAN

Our cooperation with Manhattan Street Capital, a leading Reg A+ funding platform and advisory service, will bring strong Qualified deal flow.

The Manhattan Street Fund is led by Rod Turner who will build the management team of the Manhattan Street Fund and gradually reduce the role of Manhattan Street Capital team members as the full time team are brought on board. Recruitment will be tied to the influx of investment capital into the fund itself.

Partnership and technology license from Manhattan Street Capital. MSC has licensed its proprietary algorithms to Manhattan Street Fund, and will provide deal flow, advice, and diligence as a service. MSC brings credibility and accelerated execution to Manhattan Street Fund.

The Fund will pay its actual costs, and a management fee of 2% of capital plus 20% of profits to the General Partner and the management team of the Fund.

NEWS RELEVANT TO

MANHATTAN STREET
FUND...

The Manhattan Street Fund
Investor Webinar With Rod Turner
Review Rod Turner Blog on Forbes.com